WOOD
DALE, Ill., Dec. 19,
2024 /PRNewswire/ -- AAR CORP. (NYSE: AIR) ("AAR" or
the "Company") announced today that it has reached resolutions with
the Department of Justice ("DOJ") and the Securities and Exchange
Commission ("SEC") to resolve previously disclosed potential
violations of the U.S. Foreign Corrupt Practices Act (the "FCPA")
relating to certain transactions signed in 2016 and 2017 in
Nepal and South
Africa.
After self-reporting the potential violations to the DOJ and SEC
in 2019, and cooperating with both agencies in a multi-year
investigation, AAR has entered a Non-Prosecution Agreement ("NPA")
with the DOJ, and the SEC has accepted the Company's Offer of
Settlement and issued a cease-and-desist order (the "SEC Order").
The resolutions with both the DOJ and SEC make clear that the
relevant conduct was principally carried out by a former employee
of a Company subsidiary and former third-party agents.
The total amount payable by AAR under the NPA and SEC Order is
$55,599,653, inclusive of penalties,
forfeiture, and prejudgment interest, which will be reflected as a
one-time charge in the Company's consolidated financial statements
for fiscal year 2025 second quarter ended November 30, 2024. The Company expects to fund
these payments using a combination of cash on hand and borrowings
under its revolving credit facility.
"We are pleased to resolve these matters with the DOJ and SEC,"
said John M. Holmes, AAR's Chairman,
President and Chief Executive Officer. "We thank the DOJ and SEC
for their collaboration and their recognition of the Company's
substantial cooperation. AAR remains committed to transparency and
accountability and operating in an ethical and compliant manner as
we deliver innovative, value-driven solutions to meet the
ever-evolving needs of our customers worldwide."
Since self-reporting the potential violations to the DOJ and SEC
in 2019, the Company has taken extensive steps to enhance its
global compliance program. AAR's remedial actions, along with the
significant effort it made to cooperate with the investigations,
were acknowledged by the DOJ and the SEC as part of the
resolutions.
About AAR
AAR is a global aerospace and defense
aftermarket solutions company with operations in over 20 countries.
Headquartered in the Chicago area,
AAR supports commercial and government customers through four
operating segments: Parts Supply, Repair & Engineering,
Integrated Solutions, and Expeditionary Services. Additional
information can be found at aarcorp.com.
Forward-looking
statements
This press release
contains certain statements relating to future results, which are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995, which reflect
management's expectations about future conditions, including, but
not limited to, funding the payments required pursuant to the
resolution of the DOJ and SEC investigations.
Forward-looking
statements often address our expected future operating and
financial performance and financial condition, or sustainability
targets, goals, commitments, and other business plans, and often
may also be identified because they contain words such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "likely," "may," "might," "plan," "potential," "predict,"
"project," "seek," "should," "target," "will," "would," or similar
expressions and the negatives of those terms.
These forward-looking
statements are based on the beliefs of Company management, as well
as assumptions and estimates based on information available to the
Company as of the dates such assumptions and estimates are made,
and are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or
those anticipated, depending on a variety of factors, including:
(i) factors that adversely affect the commercial aviation industry;
(ii) adverse events and negative publicity in the aviation
industry; (iii) a reduction in sales to the U.S. government and its
contractors; (iv) cost overruns and losses on fixed-price
contracts; (v) nonperformance by subcontractors or suppliers; (vi)
a reduction in outsourcing of maintenance activity by airlines;
(vii) a shortage of skilled personnel or work stoppages; (viii)
competition from other companies; (ix) financial, operational and
legal risks arising as a result of operating internationally; (x)
inability to integrate acquisitions effectively and execute
operational and financial plans related to the acquisitions; (xi)
failure to realize the anticipated benefits of acquisitions; (xii)
circumstances associated with divestitures; (xiii) inability to
recover costs due to fluctuations in market values for aviation
products and equipment; (xiv) cyber or other security threats or
disruptions; (xv) a need to make significant capital expenditures
to keep pace with technological developments in our industry; (xvi)
restrictions on use of intellectual property and tooling important
to our business; (xvii) inability to fully execute our stock
repurchase program and return capital to stockholders; (xviii)
limitations on our ability to access the debt and equity capital
markets or to draw down funds under loan agreements; (xix)
non-compliance with restrictive and financial covenants contained
in our debt and loan agreements; (xx) changes in or non-compliance
with laws and regulations related to federal contractors, the
aviation industry, international operations, safety, and
environmental matters, and the costs of complying with such laws
and regulations; and (xxi) exposure to product liability and
property claims that may be in excess of our liability insurance
coverage. Should one or more of those risks or uncertainties
materialize adversely, or should underlying assumptions or
estimates prove incorrect, actual results may vary materially from
those described. Those events and uncertainties are difficult or
impossible to predict accurately and many are beyond our
control.
For a discussion of
these and other risks and uncertainties, refer to our Annual Report
on Form 10-K, Part I, "Item 1A, Risk Factors" and our other filings
from time to time with the U.S. Securities and Exchange Commission.
These events and uncertainties are difficult or impossible to
predict accurately and many are beyond the Company's control. The
risks described in these reports are not the only risks we face, as
additional risks and uncertainties are not currently known or
foreseeable or impossible to predict accurately or risks that are
beyond the Company's control or deemed immaterial may materially
adversely affect our business, financial condition or results of
operations in future periods. We assume no obligation to update any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events, except as required by
law.
|
Contact:
Media Team
+1-630-227-5100
Editor@aarcorp.com
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SOURCE AAR CORP.